- 1 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 22ND DAY OF JANUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 178 OF 2021 BETWEEN: SMT. MALAVIKADEVI DAGGUBATI W/O BHARATH KRISHAN RAO P AGED ABOUT 31 EYARS NO.319/147-148, INNER CIRCLE WHITEFIELD BANGALORE-560066 REPRESENTED BY HER SPA HOLDER VADDI MARKANDYUDU AGED ABOUT 59 YEARS …PETITIONER (BY SRI. A MAHESH CHOWDHARY., ADVOCATE) AND: 1. M/S PRIMUS FASTENERS LLP NO.AAD-8788 HAVING ITS REGISTERED ADDRESS AT 54/11, NETHRAVATHI EXTN., NEAR SUB REGISTRAR OFFICE KR PURAM BANGALORE-560036 REPRESENTED BY Mr. VENKATARAMANA REDDY 2. MR VENKATARAMANA REDDY S/O CHITNA YEDDULA NARASIMHA REDDY AGED ABOUT 55 YEARS R/A 54/11, NETHRAVATHI EXTN., Digitally signed by KIRAN KUMAR R Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 K R PURAM BANGALORE-560036 3. MRS CHAMALA SUMALATHA D/O YEDDULA REDY RAMACHANDRA AGED ABOUT 43 YEARS R/A 54/11, NETHRAVATHI EXTN., NEAR SUB REGISTRAR OFFICE KR PURAM BANGALORE-560036 4. MR POTLURI SATYAPRASAD S/O VENAKTA SUBBARAO POTLURI AGED ABOUT 65 YEARS 8-3-168/E/2/50 AND 51/406 VENKATESHWARA RESIDENCY F NO.406, RAJIV NAGAR YOUSUF GUDA HYDERABAD-500045 …RESPONDENTS [RESPONDENT Nos. 1,2 & 3 ARE SERVED SRI. AKHIL A, ADVOCATE FOR R4 (VK NOT FILED)] THIS CIVIL MISC. PETITION IS FILED UNDER SEC.11(5) OF THE ARBITRATION AND CONCILIATION ACT 1996, PRAYING THIS HONBLE COURT TO 1. APPOINT ARBITRATOR IN TERMS OF SECTION 11(6) OF THE ARBITRATION AND CONCILIATION ACT, 1996 FOR RESOLUTION OF THE DISPUTE BETWEEN THE PETITIONER THE RESPONDENT AS PER THE ARBITRATION CLAUSE IN CLAUSE 20 OF THE SUPPLEMENTARY AGREEMENT DATED 20/03/2019 VIDE ANNEXURE-B. 2. AWARD THE COST OF THE PETITION. 3. PASS ANY OTHER APPROPRIATE ORDER THAT THIS HON’BLE COURT DEEMS IT FIT AND NECESSARY IN THE FACTS AND CIRCUMSTANCES OF THE CASE. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: ***** - 3 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 CORAM: HON'BLE MR. JUSTICE ASHOK S.KINAGI ORAL ORDER The petitioner filed this petition under Section 11(5) and (6) of the Arbitration and Conciliation Act, 1996 (‘Act’ for short) for the appointment of an Arbitrator to resolve the dispute between the petitioner and the respondents as per clause 20 of the supplementary partnership deed dated 20.03.2019 vide Annexure-B. 2. Brief facts leading rise to the filing of this petition are as follows: 2.1. Respondent No.1 is a partnership concern and respondent Nos.2 and 3 were initial subscribers to the LLP, whereby the duly recorded consent was placed before the Ministry of Corporate Affairs on 30.04.2015. Respondent No.1-Firm was registered on 06.05.2015. The petitioner and respondent No.4, after perusing the plan and upon seeking advice from well-wishers along with fervent request made by respondent Nos.2 and 3, agreed to be a part of the LLP with an assurance that the petitioner and respondent No.4 would - 4 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 get a reasonable return on investment and capital share in the firm. They have executed a supplementary agreement on 20.03.2019 with reference to LLP. It is submitted that, for purpose of running the operations and day to day business of the LLP, the mutual rights and duties of its partners and other internal function of the partnership firm was determined by the agreement entered between the partners. It is contended that, respondent No.2, vide e-mail dated 30.06.2020 sent to the petitioner and respondent No.4, he intended to convene a meeting on 06.07.2020 with various dubious and illegal items on agenda. The petitioner and respondent No.4 objected convening of the meeting on 06.07.2020. In contradiction to the clause 10 of the agreement, respondent Nos. 1 and 2 convened the meeting on 13.07.2020 without the quorum as stipulated in clause 10 of the agreement. E-mail dated 15.07.2020 informing the meeting was convened and copy of the minutes of the meeting was enclosed in the e-mail. Respondent No.2 issued an e-mail dated 24.07.2020 to complete surprise of the petitioner and respondent No.4, he has drafted a - 5 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 supplementary deed, whereby he, by way of unilateral and illegal resolutions, sought to change and alter the share capital in contravention of clauses 10, 11 and 21. The petitioner was constrained to approach the Commercial Court seeking interim relief under Section 9 of the Act in Com.AA No.61/2020. The Commercial Court has granted an ad- interim injunction. As the dispute arose, the petitioner, by invoking arbitration clause, issued an arbitration notice under Section 21 of the Act on 06.11.2020. The respondents did not reply to the arbitration notice. Hence, this petition. 3. Notices were issued to respondent Nos.1 to 3 by this Court. Despite service of notices, they remained unrepresented. 4. Heard the arguments of learned counsel for the petitioner and learned counsel for respondent No.4. 5. Learned counsel for the petitioner submits that, the dispute arising between the parties to the petition is arbitral in nature and the petitioner has issued a notice - 6 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 invoking arbitration clause. The dispute has to be resolved through arbitration. Accordingly, prays to allow the petition. 6. Learned counsel for respondent No.4 submits no objection to allow the petition. 7. Perused the records and considered the submissions of learned counsel for the petitioner and learned counsel for respondent No.4. 8. The point that would arise for consideration is as follows: Whether the petitioner has made out a ground to appoint an Arbitrator to resolve the dispute between the parties to the petition in terms of clause 20 of the supplementary agreement dated 20.03.2019 vide Annexure-B as per the provisions of the Act? 9. It is an undisputed fact that, the petitioner and the respondents have entered into a supplementary agreement on 20.03.2019. It is contended that, respondent No.2 acted contrary to clause 26 of the partnership - 7 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 agreement dated 06.05.2015. Thus, the dispute arose between the petitioner and the respondents. 10. The dispute has to be resolved through arbitration in terms of clause 20 of the supplementary agreement dated 20.03.2019, which reads as follows: “20. Resolution of Deadlock and Disputes: a) In case of disagreement/deadlock, one more meeting may be called for and the matter to be discussed. If any partner wishes to buyout the share of another partner, who is not willing to continue an option may be given accordingly so that the buying partner will get majority and the deadlock can be cleared. Still the deadlock continues the matter may be referred as below: b) In case of any deadlock on any matter in the meeting of partners and/or any dispute between the partners and LLP then such deadlock and/or dispute shall be referred to arbitration as per the provisions of the Arbitration and Conciliation Act, 1996.” I have perused clause 20 of the supplementary agreement dated 20.03.2019. It provides that, if any dispute or difference arose between the parties to the agreement, the same shall be referred to arbitration as per the provisions of - 8 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 the Act. The petitioner filed an application under Section 9 of the Act in Com.AA No.61/2020 before the Commercial Court, Bengaluru. The Commercial Court granted ad-interim order of injunction restraining respondent Nos.2 and 3 and/or anybody claiming through them from acting or implementing the disputed resolution dated 13.07.2020. The petitioner invoked the arbitration clause by issuing notice under Section 21 of the Act on 06.11.2020 proposing the name of the Arbitrators. Respondent Nos.1 to 3 did not reply to the arbitration notice. Hence, the petitioner filed this petition. Admittedly, there is an arbitration clause, disputes arose between the parties to the petition and the same has to be resolved through arbitration. The petitioner has made out a ground to refer the dispute to the arbitration. Accordingly, I answer the point in the affirmative. 11. In view of the above discussion, I proceed to pass the following: - 9 - HC-KAR NC: 2026:KHC:3872 CMP No. 178 of 2021 ORDER i. The civil miscellaneous petition is allowed; ii. Hon’ble Sri. Justice Ajit Gunjal, retired Judge of this Court is nominated as an Arbitrator to resolve the disputes between the petitioner and the respondents in terms of clause 20 of the supplementary agreement dated 20.03.2019 vide Annexure-B, as per the provisions of the Act and the Rules; iii. The Registry is directed to communicate this order to the learned Arbitrator, and Arbitration and Conciliation Centre, Bengaluru; iv. Pending IA(s), if any, shall stand disposed of accordingly. Sd/- (ASHOK S.KINAGI) JUDGE PA CT:KHV List No.: 1 Sl No.: 27